Pro-Indyx Service Agreement 

 THE TERMS AND CONDITIONS IN THIS PRO-INDYX SERVICE AGREEMENT (THE “AGREEMENT”) CREATE A CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND INDYX, INC. AND ITS AFFILIATES (“INDYX”, “WE”, “US” OR “OUR”). PLEASE READ THIS AGREEMENT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS, IN COURT PROCEEDINGS OR CLASS ACTIONS TO RESOLVE DISPUTES.

YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOU WISH TO USE OUR PRO-INDYX SERVICES TO CATALOG, STYLE, OR SELL GOODS ON THE INDYX PLATFORM, AND BY CLICKING “AGREE” YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

Our Terms of Service located at: https://www.myindyx.com/terms-and-conditions (“TOS”), are incorporated by reference and made a part of this Agreement to which You are agreeing, and such TOS additionally apply to any of Your and Our activities under this Agreement.  

ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN YOU AND INDYX UNTIL YOU OR WE TERMINATE IT PURSUANT TO SECTION 7 OF THIS AGREEMENT.

1.Overview

To facilitate the integration of Your wardrobe onto Our platform, you can hire a wardrobe archivist (“Archivist”) to catalog, style, and sell items from Your wardrobe on Our platform. You can request that an Archivist (i) catalogs items from Your wardrobe to capture basic product information such as one (1) product photo, brand, category / sub-category, size, main color, main material, main pattern, and item condition (“Catalog An Item”); (ii) makes outfit recommendations using items from Your wardrobe (“Style An Item”); (iii) in addition to Catalog An Item, drafts full resale listings of items that You would like to sell, including capturing additional product information such as detailed item description, measurements, and detailed condition description (“Sell An Item”). 

There are three service packages to choose from based on the size of Your wardrobe and the level of services You desire.  These are:

  • Be Organized;

  • Be Styled; and

  • Be Maximized.

Details of each of these packages can be found at www.myindyx.com/pro-indyx-services. 

2.Catalog an Item

If You choose to work with an Archivist to catalog Your wardrobe, You can make an appointment through the Indyx mobile app. We will confirm Your appointment generally within 24 hours.

  • The Archivist will catalog Your items at Your designated home address.

  • Time spent and the number of items captured will be based on the package You selected.

  • You are responsible for representing an organized environment so that the Archivist can efficiently perform her or his duty.

  • The Archivist will not spend extra time organizing Your wardrobe and will leave your wardrobe in the same condition as she or he found it.

  • The Archivist will do her or his best to capture all information correctly; You are ultimately and solely responsible for the accuracy of this information and You will verify the information cataloged by the Archivist.  

  • You’re responsible for keeping track of all items during the cataloging appointment; we strongly recommend that You confirm that all Your items are where they should be at the end of the appointment.

  • An Archivist is not Our employee.  She or he is a third party contractor and we accept no responsibility or liability for their actions.

3. Style an Item

As part of a monthly membership with Us, an Archivist selected by Us will provide virtual style recommendations for the items you choose to style.

  • The Archivist will build Your personal style profile through a virtual questionnaire.

  • You can select up to 5 items each month for an Archivist to style.

  • An Archivist will make outfit recommendations using items from Your wardrobe, as well as available pieces from the Indyx marketplace.

  • All recommendations are strictly recommendations only.  No fit for purpose or guarantee on the relevant product shall be deemed to be provided by Us or the Archivist. 

4. Sell an Item

In addition to cataloging Your wardrobe, You can choose to have an Archivist create full resale listings for items that You already want to sell.  

  • You need to specify the items You want full resale listings created for.

  • The Archivist will prioritize the creation of resale listings over the general cataloging of Your wardrobe.

  • The Archivist will do her or his best to capture information correctly. You are ultimately and solely responsible for the accuracy of this information and You will verify the information cataloged by the Archivist.

  • You will not pay any commission for any item of Your Wardrobe sold on Our platform whilst You have an active monthly membership with Us. Where You do not have an active monthly membership, You agree to pay to Us a resale commission for any item sold on Our platform based on the applicable commission rate.

  • You are solely responsible for packing and shipping sold items to the relevant buyer, and the risk to such product prior to delivery to the relevant buyer. For Your convenience, We might arrange packing and shipping services for You at Your request with a third-party service provider.

5. Suggested Resale Value

For every item We or an Archivist catalog under the Pro-Indyx service, We calculate the estimated resale value to help You make more informed resale decisions. We calculate the estimated resale value by taking the average listing prices of comparable products currently available for sale on other resale marketplaces. Our suggested resale value is a suggested price only, and You will have discretion to choose the relevant sale price as You see fit.

6. Monthly Membership

For the terms and conditions of the monthly membership program, please refer to the Master Terms available on our Platform (available at https://www.myindyx.com/terms-and-conditions).

7. Termination; Denial of Service

You and We may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice, save that the provisions of Clause 11 will continue to apply (insofar as applicable). 

 At Indyx, We value Our customers and are committed to providing a safe, respectful, and positive experience for You, as well as for the members of Our team. We reserve the right, in our sole discretion, to deny or terminate access to Our services of any customer who engages in behavior that negatively affects the holistic wellbeing of Our employees or the integrity of Our platform.

8. No Assignment

You may not assign this Agreement or any interest You have in it without Our prior written consent. Any prohibited assignment is null and void. This Agreement will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns.

9. Disclaimer of Warranties; Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 

YOUR USE OF OUR AND ANY ARCHIVIST’S SERVICES IS AT YOUR SOLE RISK. OUR AND ANY ARCHIVIST’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (A) OUR OR ANY ARCHIVIST’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES OR FROM AN ARCHIVIST WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

 INDYX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, CONTRACTORS AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES OR OUR WEBSITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO OUR SERVICES OR THIS AGREEMENT.

 IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT WE HAVE ACTUALLY RECEIVED AS A RESULT OF PROVIDING OUR SERVICES TO YOU. 

THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF OUR BUSINESS, AND WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.

 PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT. 

10. Indemnification

You will indemnify and hold Us harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Us as a result of or arising in any way out of Our delivery of Our services to You.

11. Governing Law

This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between You and Indyx, whether tort, contract, or statutory, will be governed exclusively by the laws of California, without regard to its conflicts of laws principles (whether of California or any other jurisdiction). Any Dispute between You and Us that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of California and the United States, respectively, sitting in San Francisco County, California.

12. Amendments to this Agreement

​We may update or change any of the terms and conditions of this Agreement at any time in Our sole discretion upon thirty (30) days’ notice. You will be bound by all revised terms on the effective date, unless You terminate this Agreement before the effective date of the revised terms. If You do not agree to any revised terms, Your sole recourse is to terminate this Agreement in accordance with “Termination; Denial Of Service” at Section 7 above before the effective date of the revised terms. 

13. Entire Agreement

This Agreement, including Our Terms of Service (available at https://www.myindyx.com/terms-and-conditions) and any terms, policies, or documents incorporated by reference, sets forth the final, complete, and exclusive agreement between You and Us regarding the subject matter hereof and terminates and supersedes all prior understandings or agreements on such subject matter. In the event there is a conflict between the terms of this Agreement and any terms or documents incorporated by reference, this Agreement will control.

14. No Implied Waiver

Any failure by You or Us to enforce any provision of this Agreement will not constitute a waiver of such provision or of any other provision of this Agreement.

Severability

If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.

Survival of Terms After Agreement Ends

Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on You or Us will survive the termination of this Agreement.

17. Headings

Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent.

18. Notices

All notices under this Agreement must be in writing (which includes emails).

 If You have any questions or comments about this Agreement, the Service or wish to terminate this Agreement, please contact Us by email at: [email protected].

 We will provide all notices to You at the email address or physical address that You have provided to Us. You are solely responsible for keeping that information current and accurate.

 All agreements, notices, disclosures, and other communications that We provide electronically to You satisfy any legal requirement that such communications be in writing.

 19. DISPUTE RESOLUTION PLEASE READ THIS ARBITRATION SECTION CAREFULLY TO UNDERSTAND YOUR RIGHTS, BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

 (a) Scope 

 For all matters, disputes, or claims between You and Us arising from or related to this Agreement or Your relationship with Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including any dispute about the interpretation or application of this dispute resolution provision or the enforceability, revocability or validity of this arbitration provision or any portion of the arbitration provision (“Disputes”)  will be resolved by the processes and procedures described in this Section 19, first amicably and then through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. YOU AND INDYX WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES RESOLVED IN COURT. 

 (b) Amicable Resolution 

 In the event of a Dispute, You and Indyx will first negotiate in good faith to informally resolve the Dispute. You may notify Us of a Dispute by emailing Us at [email protected]. The notice must specifically describe the nature of the Dispute and the relief You seek. You and Indyx will have sixty (60) days from the date of receipt of such a notice to try to resolve the Dispute (or such longer period as You and Indyx may agree upon in writing). If the Dispute is not resolved satisfactorily within sixty (60) days after You or Indyx receives notice from the other party in accordance with “Notices” at Section 18 above, You or Indyx can submit the Dispute to binding arbitration in accordance with the arbitration provisions below. 

(c) Binding Arbitration 

Except for any controversy or claim properly filed and pursued in small claims court on an individual basis (as explained in “Small Claims Court Option” in Section 17(d) below), any Dispute that remains unresolved after You and Indyx attempt to resolve it informally will be resolved by binding arbitration brought on an individual basis, in which case either You or Indyx may commence confidential binding arbitration under the terms in this Section 17(c). The arbitration will be administered by the American Arbitration Association (AAA) under the Consumer Arbitration Rules (available online at www.adr.org or by calling 1-800-778-7879), as amended by this Agreement. The place of arbitration will be in the County of San Francisco, California. The arbitration will be conducted by a single arbitrator, selected by the AAA in accordance with the applicable Consumer Arbitration Rules. The arbitration may be held by teleconference or by video conference unless the arbitrator determines upon request by You or by Us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel, the expense and other pertinent circumstances. If the parties are unable to agree on a location, such determination shall be made by the arbitrator. The arbitrator’s decision(s) shall be final and binding. The arbitrator shall have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction.

(d) Small Claims Court Option 

If You entered into this Agreement individually, You have the choice to submit any Dispute before a small claims court, if applicable, instead of having the Dispute resolved by arbitration. You can make this choice either before or after the Dispute is submitted for resolution by Arbitration. 

(e) CLASS ACTION AND LITIGATION WAIVER 

BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, CLASS ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP AND WAIVE THE ABILITY TO PARTICIPATE IN A CLASS ACTION. COMBINING INDIVIDUAL PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES IS ALSO NOT ALLOWED. DISPUTES REGARDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE FOREGOING CLASS ACTION WAIVER SHALL BE EXCLUSIVELY RESOLVED BY AN ARBITRATOR APPOINTED BY THE AAA, PURSUANT TO THE APPLICABLE ARBITRATION RULES, AS DETAILED IN THIS SECTION 17. 

(f) Severability. 

Should any portion of this Section 19 be deemed unenforceable by the arbitrator or a court of competent jurisdiction, the unenforceable portion will be severed without affecting the remainder of this Section 19, which will remain in full force and effect. If the severance of any portion of Section 19 results in any claims proceeding on a class or representative basis, those claims will be litigated in court and not in arbitration; the parties agree to stay any litigation of those claims pending the outcome of any individual claims in arbitration.

19. Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or Your access to and use of the Service. Except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to this Agreement.